This Agreement contains the exclusive terms and conditions between Sanwa Investment, K.K., a corporation incorporated under the laws of US ("Sanwa Investment"), and you (and the organization you represent, if any) ("You" or "User") and it governs Your use of the Services and any related software to which Sanwa Investment gives You access. By accessing the Services for the purposes described herein You are consenting to be bound by and are becoming a party to the terms and conditions of this Agreement. Sanwa Investment may from time to time change or modify the Agreement at any time with or without notice and this will be reflected by the last modified date of this Agreement. Your continued use of the Services constitutes your agreement to this Agreement and any future revisions. We recommend that you re-visit this Agreement from time to time to learn of any such changes to this Agreement and to stay aware of any such changes. If You do not agree to full or any of the terms of this Agreement, You must not access the Services.
YOU AGREE THAT BY USING THIS SERVICE YOU ARE AT LEAST 13 YEARS OF AGE AND YOU ARE LEGALLY ABLE TO ENTER INTO A CONTRACT. If the laws of your country of residence so permit, minor children may utilize a OsigotoChat account established by their parent or legal guardian, with such parent or guardian's approval.
If you as an Admin and/or OsigotoChat user on behalf of a business or legal entity, you represent to Sanwa Investment that you have the authority to bind that business or legal entity and that your acceptance of this Agreement will be treated as acceptance by that business or legal entity. Sanwa Investment hereby grants You the right to access the Services and use the functionality and other features of the Services, but may only for their intended purpose. Sanwa Investment reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof, which may include deletion of any content stored in the Services) with or without notice.
You may not, directly or indirectly: copy, distribute, rent, lease, timeshare, operate a service bureau with, use for the benefit of a third party, reverse engineer, disassemble, decompile, attempt to discover the source code or structure, sequence and organization of, or remove any proprietary notices from, the Services. You shall not: (a) use the Services to abuse, harass, threaten, intimidate or otherwise violate the legal rights (including intellectual property rights or rights of privacy and publicity) of others; (b) use the Services for any unauthorized purpose or in violation of any applicable laws; (c) transmit or store any content that You do not have a right to transmit or store (as applicable) under any law or under contractual or fiduciary relationships; or (d) interfere with or disrupt the Services. As between the parties, title, ownership rights, and intellectual property rights in and to the Services, and any copies or portions thereof, shall remain in Sanwa Investment and its suppliers or licensors.
Sanwa Investment K.K. reserves the right to remove any Content, Application or Application template from the Site at any time, or to terminate User's right to use the Services or access the Site, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Sanwa Investment K.K. is concerned that User may have breached the terms of this paragraph), or for no reason at all.
You acknowledge that, in the course of using the Services, You will obtain information relating to Sanwa Investment and the Services which is confidential in nature ("Sanwa Investment Confidential Information"). You agree that You will not use or disclose Sanwa Investment Confidential Information without the prior written consent of Sanwa Investment unless such Sanwa Investment Confidential Information becomes part of the public domain. Further, if You provide Sanwa Investment any feedback, ideas, concepts or suggestions about the Services or Sanwa Investment's business, technology or Confidential Information ("Feedback"), You grant Sanwa Investment, without charge, irrevocable right and license to use, share, commercialize and otherwise fully exercise and exploit Your Feedback and all related rights (and to allow others to do so) in any way and for any purpose. These rights survive termination of this agreement in perpetuity.
You must not describe or assign keywords to your network in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Sanwa Investment K.K. may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Sanwa Investment K.K.'s liability. You must immediately notify Sanwa Investment K.K. of any unauthorized use of your account or any other breaches of security. Sanwa Investment K.K. will not be liable for any acts or omissions by User, including any damages of any kind incurred as a result of such acts or omissions. You may use your Account Settings to control your Member Profile. By providing Sanwa Investment your email address you consent to us for using that email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers.
You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any breach of security or unauthorized use of your account. Sanwa Investment is not liable for any loss that may occur due to the unauthorized or authorized use of your account, with or without your knowledge. You also agree not to use anyone else's account at any time.
However, any information You provide to Sanwa Investment that personally identifies You, such as Your name and email address ("Personal Data"), and any documents or other content that You upload to the Services, will be "Your Confidential Information," except to the extent any of the foregoing (a) is known to Sanwa Investment prior to receipt from You from a source other than one having an obligation of confidentiality to You; (b) becomes known (independently of disclosure by You) to Sanwa Investment directly or indirectly from a source other than one having an obligation of confidentiality to You; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Section by Sanwa Investment. By submitting Personal Data, You consent to Sanwa Investment's use and disclosure of such Personal Data in accordance with this Agreement. Sanwa Investment will use Your Confidential Information solely for the purpose of providing the Services to You (the "Permitted Purpose"). Sanwa Investment will also use Your Personal Data to contact You with information regarding the Services. Sanwa Investment will not, without Your prior consent, disclose to any third party Your Confidential Information, other than furnishing Your Confidential Information to our directors, officers, employees, agents, consultants, service providers, contractors, representatives or affiliated entities (collectively, "Associated Persons") who need to have access to Your Confidential Information in connection with the Permitted Purpose. Sanwa Investment will use best efforts to protect the confidentiality of Your Confidential Information. In the event that Sanwa Investment is required by law to make any disclosure of any of Your Confidential Information, by subpoena, judicial or administrative order or otherwise, Sanwa Investment will use commercially reasonable efforts to give You notice of such requirement (to the extent legally permissible).
This Agreement will commence on the date that You first accept the terms of this Agreement by clicking Your acceptance of the Agreement or otherwise accessing the Services, and shall continue for so long as Sanwa Investment grants you access to the Services. Your obligations under this Agreement will survive any expiration or termination of this Agreement. All rights You are granted herein shall immediately terminate upon expiration or termination of this Agreement and You shall immediately return to Sanwa Investment or destroy all Confidential Information (including all Software). In addition to any other rights set forth herein, Sanwa Investment may in its sole discretion restrict, suspend or terminate Your access to the Services, in whole or in part and without notice.
The parties acknowledge that the Services are experimental in nature and that the Services and Software are provided "AS IS." Sanwa Investment DISCLAIMS ALL WARRANTIES RELATING TO THE SUBJECT MATTER HEREOF, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
This Agreement does not transfer from Sanwa Investment K.K. to you any Sanwa Investment K.K. or third party intellectual property, and all rights, titles and interests in and to such property will remain (as between the parties) solely with Sanwa Investment Inc,. Your use of the Service grants you no right or license to reproduce or otherwise use any Sanwa Investment K.K. or third-party trademarks.
Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the "Sanwa Investment Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Sanwa Investment and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Sanwa Investment Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.
You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Sanwa Investment under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Sanwa Investment does not waive any rights to use similar or related ideas previously known to Sanwa Investment, or developed by its employees, or obtained from sources other than you.
All materials displayed or performed on or accessible through the Site or Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, audio clips and video clips, application templates, applications also known as the "Content") are protected by copyright. The term "Content" as used herein specifically includes any application or other content made available or submitted by any User. User shall abide by all copyright notices, information, and restrictions contained in any Content accessed in connection with the Services.
You are responsible for all content posted and activity that occurs under your account (even when Content is posted by others who have access to your account).
By utilizing the Service, you agree to have the domain portion of your email address ("@yourcorp.__") and/or the company, school, or organization name represented by such domain portion of your email address, listed on the OsigotoChat's company directory, listing ("Directory").
Sanwa Investment takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Sanwa Investment is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Sanwa Investment shall not be liable for any damages you allege to incur as a result of such User Content. You are solely responsible for your interactions with other Sanwa Investment Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
This site may be used for messaging between users, either one-on-one or in small groups. Since messaging is a shared activity, content shared by users becomes co-owned by other users, subject to usage policies described here. Even when users leave the service, the content may continue to be co-owned by other users.
Messages sent using one-on-one messaging shall remain confidential to the two users: the sender and the recipient. Sanwa Investment does not view or share these messages with anyone else.
Individual Users may form a group to share messages more efficiently with each other. The creator of the group is designated as the Group Administrator ("Group Admin"). Each group shall have only one Group Admin, initially the creator. Users can join a group by invitation only, but can leave a group by themselves. A Group Administrator may add or remove Users to that particular Group. A group may also be converted to premium status ("Premium Group") to avail of additional features.
This service includes an Administration Panel ("Admin Panel") that enables users to access certain advanced features. Using the Admin Panel, users can group themselves and other users into an Organization ("Org"). The creator of the Organization is the Organization Administrator ("Org Admin"). The Org Admin will have the ability to create premium groups or convert pre-existing groups to Premium Groups. Pre-existing groups will be converted to premium only with approval from the Group Admin. The Org Admin will have the ability to administer Premium Groups including, but not restricted to, adding / deleting its members, reading / writing and logging its messages etc. Once a User is removed from a Network, the content of that User remains on the Network and is the sole property of the company which administers that Network. The Group Admin shall be responsible for maintaining the confidentiality of their password and securing their account access.
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Sanwa Investment reserves all rights not expressly granted herein in the Service and the Sanwa Investment Content (as defined below). Unless Sanwa Investment has agreed otherwise with respect to a Corporate Network, Sanwa Investment may terminate this license at any time for any reason or no reason.
Sanwa Investment SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS, OR (C) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE AMOUNTS YOU HAVE PAID Sanwa Investment IN THE LAST SIX (6) MONTHS, OR, IF GREATER, FIFTY DOLLARS ($50). Sanwa Investment SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
You acknowledge and agree that due to the unique nature of Sanwa Investment's Confidential Information, there can be no adequate remedy at law for any breach of Your obligations hereunder, that any such breach may allow You or third parties to unfairly compete with Sanwa Investment resulting in irreparable harm to Sanwa Investment, and therefore, that upon any such breach or threat thereof, Sanwa Investment shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
As a condition to using Services, User may be required to enter his enterprise email address ("OsigotoChat User ID"). User shall provide Sanwa Investment K.K. with accurate, complete, and updated information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (i) select or use as a OsigotoChat User ID an email id of another person with the intent to impersonate that person; (ii) use as a OsigotoChat User ID an email id subject to any rights of a person other than User without appropriate authorization. OsigotoChat reserves the right to cancel a OsigotoChat User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's OsigotoChat account.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.
You agree to defend, indemnify and hold harmless Sanwa Investment and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party's access and use of the Service with your unique username or other appropriate security code.
Sanwa Investment K.K. has not reviewed, and cannot review, all of the material, including computer software, posted to the Service, and cannot therefore be responsible for that material's content, use or effects. By operating the Service, Sanwa Investment K.K. does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Service may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Service may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Sanwa Investment K.K. disclaims any responsibility for any harm resulting from the use by visitors of the Service, or from any downloading by those visitors of content there posted.
Content Posted on Other Services. We have not reviewed, and cannot review, all of the material, including computer software, made available through the services and webpages to which Sanwa Investment K.K. links, and that link to Sanwa Investment K.K. Sanwa Investment K.K. does not have any control over those non- Sanwa Investment Inc services and webpages, and is not responsible for their content or their use. By linking to a non- Sanwa Investment K.K. website or webpage, Sanwa Investment K.K. does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Sanwa Investment K.K. disclaims any responsibility for any harm resulting from your use of non- Sanwa Investment K.K. websites and webpages.
You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties pertaining to the subject matter hereof are expressly cancelled. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect. Sanwa Investment may freely transfer and assign this Agreement. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions therein.
You agree to use the service at your own risk. If You have any questions, complaints or claims with respect to the services or software, you should contact to Sanwa Investment as follows:
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Sanwa Investment K.K. shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Sanwa Investment K.K.'s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by User except with Sanwa Investment K.K.'s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to the conflict of laws provisions thereof. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Sanwa Investment K.K. in any respect whatsoever.